Mark Noyes Form 4 CONSOLIDATED EDISON / Mark Noyes ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Noyes Mark

(Last) (First) (Middle)

CONSOLIDATED EDISON, INC. C/O SECRETARY

4 IRVING PLACE; ROOM 16 - 205

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSOLIDATED EDISON INC [ ED ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO, CECEB

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2023		M		11,079(1)	A	(1)	27,884.922(1)(2)	D
Common Stock								19.485(3)	I	By Tax Reduction Act Stock Ownership Plan (TRASOP)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	(1)	02/15/2023		M			11,079	(1)	(1)	Common Stock	11,079	(1)	0	D
Performance Units	(4)	02/15/2023		A		7,700		(4)	(4)	Common Stock	7,700	(4)	7,700	D
Time-Based Restricted Stock Units	(5)	02/15/2023		A		3,300		12/31/2025	12/31/2025	Common Stock	3,300	(5)	3,300	D

Explanation of Responses:

1. Represents Performance Units granted in 2020 under the Long Term Incentive Plan of the Company (the ("LTIP") that vested for which the reporting person elected to defer shares until a later date. The number of shares has been adjusted from the original reporting based upon the achievement of the performance criteria. Each Performance Unit is the economic equivalent of one share of Company common stock.

2. Total includes 75.740, 146.053, 130.859, and 133.943 Deferred Stock Units ("DSUs") acquired on March 15, 2022, June 15, 2022 and September 15, 2022, and December 15, 2022 respectively pursuant to the LTIP dividend reinvestment provision. Each DSU represents one share of the Company's common stock.

3. Between 2/17/22 and 01/31/23 the reporting person acquired 0.632 shares of Company common stock under the TRASOP. The information in this report is based on a TRASOP plan statement dated as of 01/31/23.

4. Represents a grant of Performance Units granted under the LTIP scheduled to vest in 2026 upon the determination of the performance criteria by the Management, Development and Compensation Committee of the Board of Directors of the Company. Each Performance Unit is the economic equivalent of one share of Company common stock. The number of shares (or cash equivalents) ultimately received will be adjusted and determined based upon the achievement of the performance criteria.

5. Represents a grant of time-based restricted stock units granted under the LTIP scheduled to vest in full on December 31, 2025. Each time-based restricted stock unit is a contingent right to receive one share of Company common stock.

Remarks:

	William J. Kelleher; Attorney-in-Fact	02/17/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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